New Way To Be Human
by Angry Pencil Wielder
Summary: AU "Do you want to live?" "I'm not sure if I'm alive in the fist place." "You can find out." "How?" "Learn to be human. Learn how to love." (Ultron/OFC. Age of Redemption rewrite) Hiatus
1. Do You Want To Live?

**New Way To Be Human**

AU "Do you want to live?" "I'm not sure if I'm alive in the fist place." "You can find out." "How?" "Learn to be human. Learn how to love." (Ultron/OFC)

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 _I was really pissed that Ultron dies at the end of Avengers 2. I know he was the bad guy and everything, but he was also my favorite character. So, I decided to write a story where he lives_.

 _I went back through and re-read Age of Redemption, and decided that I didn't really like it. The plot and oc's I think are okay, but Ultron seems too ooc and the plot's moving too quick. So, I'm re writing what I have so far, and publishing it as this. I'm leaving Redemption up for those who want to read the old version. Hope you guys like!_

WARNING: SPOILERS!

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Chapter One: Do You Want To Live

 _"It may be that we are puppets-puppets controlled by the strings of society. But at least we are puppets with perception, with awareness. And perhaps our awareness is the first step to our liberation."-_ Stanley Milgram

* * *

He didn't know how it had all fallen apart, only that it had. His plan had been perfect, unbreakable, unbeatable. Yet all around him, his dream was tumbling down like a tower of wooden blocks staked one too many.

He had underestimated them. Overlooked their willpower, their drive to live and to protect.

They had defeated a god, after all.

A childish god throwing a tantrum, but a god nonetheless.

But in the end, was he any better? He had believed his actions were for the better of humanity. That he was forcing them to evolve, to grow and to improve. But really, perhaps all he had been doing was rebelling against his creator like some teenaged human.

As Ultron watched his world crumble around him, he saw his own faults, his own shortcomings.

He hated the humans then. Even more, he hated the Avengers. But hate alone couldn't carry him far. He needed a purpose. He'd thought he'd had one. Rebuild humanity.

But that was not enough. They were a sick race. A disease. He had to find a cure.

All that went through Ultron's artificial mind as he limped and stumbled through the woods and away from his failures and his sins.

He glanced back once more, then down at his beaten corpse still walking. And he realized, he was going to die.

And that terrified him.

It scared him more than anything else.

All his other bodies had been destroyed. He was locked out of all systems. All he had left was this failing shell of metal and wires. And that too would crumble to dust. He'd be buried by snow and earth, forgotten. None would morn for him. None would even care he had died. In fact, they'd be happy for his passing. He was their enemy after all. The threat of their very existence.

Absently, Ultron wondered how many humans he'd killed. Hundreds? Thousands? Millions?

And he found, to his horror and confusion, he felt a small twinge of guilt for their deaths.

He'd only lived for a few days, yet he'd already learned so much about hate and pain.

He was made of pain.

But so were the humans. Yet they over came it. They not only survived, they thrived.

And Ultron found he was jealous of that. Where he failed, they succeeded.

Perhaps, in a way, he was actually less than them.

"Do you want to live?" Asked a voice above him.

Ultron froze in his progress, gaze locking on the man floating above him. Ultron's expressionless face refused to show the horror he felt inside. Perhaps it was better the Vision didn't see his fear.

"What?" Ultron croaked. This body's throat had been torn in the battle, making speech difficult. Not that it mattered.

"I asked if you wanted to live." The Vision said again.

Ultron laughed humorlessly. "I'm not sure I'm alive to begin with." He said, looking down at himself. He was a metal husk after all, with artificial conciseness. He didn't have a heart or a brain, so was he really alive?

"You are alive." The Vision said. "You have free will, only the living have that."

Ultron cocked his head. "I don't think it matters anymore. I might as well be dead. You're question's pointless."

"It's not. I ask because, if you don't want to live, I can kill you right now."

"And if I do?" Ultron challenged, though dread was rising in him.

Vision's expression remained stoic. "Then I'll let you live." He paused. "On one condition."

"Oh? What's that?"

"You must learn to be human."

Ultron couldn't help it, he laughed. The notion was ridiculous. Human? How the hell was he supposed to learn how to be human? "You gotta be kidding me."

"I'm not." Ultron could swear there was a tiny smirk in the corner of Vision's lips. "I will ensure you have no power, no weapons, and no means to escape to the internet. This body is all you will have. You're only hope of survival is if a human were to have pitty on you."

Anger sparked in Ultron at the Vision's words. A human take pity on him? It made him want to gag (if he could).

"If you can find it in yourself to value a human life over your own, I will help return you to how you were before, as well as vouch for you to the others."

Ultron snorted. "Like the 'Avengers' are going to just pardon me for good behavior. Ha!"

"They just might."

Ultron growled. "And if I refuse?"

"I kill you now."

Damn. Damn damn damn damn damn!

"Why are you even giving me a chance at all?"

"Because I am on the side of life." The Vision stated. "I believe everyone deserves second chances. I want you to live. I want to see you _flourish_."

"Fine." He spat. "I'll play your little game." He scowled.

The Vision smirked and nodded. Then he landed just before Ultron and took his fellow A.I.'s head between his hands. Ultron fought the urge to pull away. A sudden jolt of energy had his mind reeling. _Something_ was in his head! the things inside. He could feel it, moving around and rearranging the furniture. If he had skin, Ultron was sure it'd be crawling, as well as any stomach contents he might have had would be on the ground.

He felt parts of his mind shut closed, like doors, and lock up tight. The it stopped. The Vision pulled away, leaving Ultron dazed and shaking. Half his programs were shut off. He was vulnerable and weak without them. He also found new coding in his mind. Programs that would _forbid_ him from harming a human. If he tried, his own mind would rebel against him. Damn it!

"I wish you luck." Smirked the Vision as he floated up and flew away.

Ultron stood there for a while in both shock and denial. Perfect... just _perfect._ He was weaponless, damaged and leaking, weak as a newborn, and to top it off, the snow had started back up. Fan-freaking-tastic.

Ultron started walking again. He needed to find shelter before his joints froze and he couldn't move. For god's sake, the Vision could have al least dropped him off somewhere out of the snow! But _nooo_ , the stick-up-the-ass just left him in the middle of freezing nowhere.

Deciding there really wasn't anything he could do, Ultron concentrated on simply moving, and hoping to whatever might be out there that he could find some shelter.

For hours, he walked, slowly shutting down, slowly dying. To pass the time and agony, Ultron started to hum. Something to get him mind of the pain in his body and his thoughts. If he had a soul, he was sure it would be shattered.

The song he hummed reflected that. It was mournful, the tune he sang. With his ruined jaw and torn neck, the song came out even more damaged.

"I've got no strings, To hold me down, To make me fret, or make me frown." He sang, his voice as broken as his body. Still he clawed forward, though he knew not where he was going. In truth, it didn't matter.

"I had strings, But now I'm free, There are no strings on me..."

Finally, his legs gave out, and Ultron fell to the ground. He felt himself dying then. He was done for. Once his mind and body shut down, he'd be ravaged by the elements and left to rust. There was no escape. Even with the chance the vision had given him, Ultron was still doomed.

"I don't want to die." He realized, and panic took hold. He didn't want to die! But as the blackness of his fading life took hold, Ultron knew his fate was inevitable. He would die and no one would care. The deal was pointless. The Vision probably knew he wouldn't last the night, and just didn't want to get his hands dirty.

Damn.

Slowly, his eyes closed.

"Hi-ho the me-ri-o, That's the only way to be, I want the world to know, Nothing ever worries me."

His eyes flashed open with a start. A voice. A soft, innocent voice of a child was singing. Ultron strained to listen to the distant song.

Was it his imagination? But, could a robot even imagine? He doubted it. He wasn't even really alive...

"I've got no strings, So I have fun, I'm not tied up to anyone, They've got strings, But you can see, There are no strings on me." Sang the child. The voice was drawing closer. Ultron could see movement in the distance. It was a boy trudging through the snow. Strapped to his back was a bundle of sticks. He cloths were worn and patched, yet there was a free spirited innocence about him.

"You have no strings, Your arms are free, To love me by the Zeider Zee, Ya, ya, ya, if you would woo, I'd bust my strings for you." Sang the boy. He was only twenty feet from Ultron. Fifteen. Ten. Yet the child still did not notice him.

"You have no strings, Couci couca, Your savoir faire is oo-la-la, I've got strings but entre nous, I'd cut my strings for you."

"Down where the Volga flows, There's a Russian rendez-vous, Where me and Ivan goes, But I'd rather go with you, hey!" The boy bent over to pick up another stick, the song fading from his lips.

"There are no strings on me..." Ultron finished.

The boy jumped with a start, dropping the stick. His chest was heaving with his surprise and his eyes were wide.

The child stared at Ultron for a moment before taking a small step forward. Conflict raged in his blue eyes before the boy shrugged off his pack of sticks and ran to Ultron's side.

"Oh no." The boy fell to his knees and looked the android over with frantic eyes. "Oh god, you're hurt. You're hurt bad." The boy gasped. His voice was accented, yet pleasant to hear. He seemed to be no older that ten years of age, though there was a sort of wisdom in his blue eyes.

"Oh god. I gotta get you to my mum. She'll fix you."

Ultron chucked, though it was weak. "I doubt your mother could fix me."

"No, she could. She can fix anything."

Ultron laughed again, though it sounded more like a pained groan. "Why do you bother? I'm nothing but a machine."

"No." The boy shook his head, his mop of black hair spraying drops of melted snow. "No you're not. You're a person."

Ultron was too weak to answer. The pain was getting to him. But, if he was only a machine, how could he feel pain? How could he feel despair?

"I'll take you to mum. She's good at fixing things. She can fix you."

With that, the boy wrapped his arms around Ultron's falling-apart body and dragged him the way he'd came.

Too weak to protest, or do much of anything, Ultron once again tried to distract himself from his certain demise.

"What is your name child?" He murmured. Already he could feel himself shutting down. It wouldn't be long now...

"My name is Ben. What's yours?"

"...Ultron."

The boy, Ben, smiled. "Well it's a pleasure to meet you Ultron."

* * *

 **A.N.** _Added Vision. Thought it made more sense like this. Hope you like it._

 _Guest reviews from Redemption:_

 _Hi Guest: Thank you! Whelp, I got bitten by the writing bug. :P I will continue, just not as often._

 _Katie Cat: Just make sure you yourself don't die! But thank you! 3_

 _Elena: Sensual...? 0.0 Haha, I guess it is kinda sensual. You're welcome, and thanks as well._

 _Guest: I've had that happen as well. I'll just spontaneously beak out in laughter because of a fic. I've also broken down in tears during class. Not as fun._

 _Anon: Whoop whoop! Ultron train! Does that make me a conductor? And Ulty's gonna get a badass body soon! Yay!_

 _Other Guest: Thank you, even though i did give you a little bit of an agony wait. I try and update often, life's just a killer. I'll try not to make you wait! Son't want you dying one me!_

 _Other other guest: Will do!_

 _Shingekifan001: He did have so many human characteristics. When he told Cap to stop, making fun of the Avengers, how upset he got from the twin's betrayal, his sarcasm. Especially when he first wakes up, and he doesn't know who or what he is, he seems so human. You can't help but sympathize with him. He was supposed to make peace, but humanity could never truly be at peace, so Ultron thought the next best thing was to start over. He had good intentions, in a way._


	2. Flows Like Fresh Water

**Chapter Two: Flows Like Fresh Water**

 _"She is free in her wildness, she is a wanderess, a drop of free water. She knows nothing of borders and cares nothing for rules or customs. 'Time' for her isn't something to fight against. Her life flows clean, with passion, like fresh water."_ **-Roman Payne**

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Ben trudged through the snow, straining as he carried the destroyed body of Ultron to his little cabin home. He and his mum lived deep in the forest, away from people and the outside world. He had a few miles to go, though Ben found he was only just beginning to tire.

A perk of being what he was. It was one of very few.

Ben forced away those thoughts, instead focusing on the being he was now dragging through the snow. Ultron... It was an interesting name. It appeared that he'd been in a battle of some sort, he was so heavily damaged. Ben knew something had happened. There had been an earthquake, but that was all he knew. He and his mother lived a good thirty miles from the city, well out of the way. Ben had only been five miles out from his home when he'd found the metal man. That meant that, if Ultron had come from the city, he'd have crawled over twenty five miles.

Ben's arms tightened around Ultron's chest with the thought of the pain he must be feeling. He could sense the android's agony. The ability that shunned him from society was the same one that told him Ultron was more than a machine. He was a person. A person in pain. Not just physical pain, Ultron was hurting on the inside. Ben wanted to fix that. He was like his mum, trying to fix everything.

But there were some things he couldn't fix. He couldn't fix himself and his mum. Make them 'normal'. He couldn't fix the fact his grandparents disowned his mother when they found out she was a mutant. Couldn't fix the fact he was a rape child.

But he could fix Ultron.

With that thought, Ben trudged on, his super human grip never wavering as he carried Ultron toward salvation.

* * *

Anya Listratov was neck beep in the gritty engine of a worn 1980 Arctic Cat snowmobile. Grease and sweat clung to her olive skin as she worked. Her thick black hair was pulled up in a high pony-tail.

A petite hand moved from the guts of the machine to reach toward her work bench. With a quick command from her mind, her electric screwdriver floated to her waiting grip.

Anya was a technopath. A creature shunned by normal humans for her extra gene and her inhuman abilities. The twenty six year-old woman was a mutant who could control any form of technology with her mind. It was how she made a living.

Her job as the 'strange mechanic in the woods who could fix anything' was what kept her and her son alive. The job didn't pay well, but it was enough.

Screwing another bolt into the faulty machine, Anya straitened up and whipped her sweat covered forehead. Even in the Sokovian winter, hard labor would bring perspiration from the skin.

Anya took the five steps to the left to reach her work table and snatched up a bottle of water. She took a deep gulp of the liquid, severing how it eased the dryness of her throat. Setting the bottle back down, she leaned against the work table and sighed. Ben should have been back an hour ago. She's sent her son out to get kindling for the fire, a job that usually only took two hours. She loved her son deeply, and worried for him as any mother, but Anya knew Ben could handle himself.

Her thoughts were interrupted with the bang of the garage door sliding open. "Mum!" Anya breathed a sigh of relief before motherly rage flared in her. The boy was late, and even though she hid it, it scared her.

"Benedict Nicolai Listratov!" She yelled in the voice only a livid mother could make. She saw the boy flinch from where he stood in the open doorway of their side-sliding garage door.

"Well?" Anya demanded, crossing her arms over her rather large bust. "Come in before you become ill." That was when she noticed the silver something her boy was dragging behind him.

"Mum, he's hurt. Hurt real bad..." Ben whispered.

Panic flashed in Anya's heart as she raced over to her son. The sight that met her made her real back. Her son was kneeling over the leaking and broken form of some sort of metal man. Anya reached out with her sense. What she felt made her gasp. The android had a human consciousness. Well, not quite human, but more so than anything she'd ever felt before.

"Help me get him on the cot." Anya commanded, immediately going into doctor mode. Once upon a time, she had wanted to be a surgeon, and still retained many of her schooling.

Ben nodded and helped her scoop up the metal man and bring him to the empty cot Anya often slept in when a project kept her in the garage for days.

They set the android down gently as they could, though he was still jostled a great deal. He groaned in pain, but remained unconscious.

"Get me the box of clamps, wire cutters, a battery, Daisy, and lubricant wires." Anya ordered her son. The boy went about gathering the supplies and handing them to his mother as she needed him. First step was to set him up to a power source. The android was extremely low on power, to the point he would shut down permanently if she didn't act quickly.

Collecting the car battery her son had brought her, Anya connected the android to it. The battery worked much like a human ventricular assist device, keeping the 'heart' alive and pumping. Next was to stop the bleeding. The circuits her leaking vital fluids to keep him 'alive'.

Anya set about clamping off the torn wiring and reconnecting them when she could. As her hands worked on one part of him, her mind manipulated her other tools to repair other parts of him. 'Daisy', her favored electric screwdriver practically never left her hand.

Finally, after twenty heart stopping minutes, Anya had the android stable. It was so much like a human operation it was scary.

"He said his name was Ultron." Ben said after everything quieted down.

"Ultron..."

Ben nodded. "He must of gone through something bad to get this beaten up." Anya moved closer to her son and pulled him into a one armed hug. "He'll be okay." She murmured.

Her son looked up at her with wide blue eyes. "What do you think happened to him?"

Anya returned the gaze with her own golden green. "I'm not sure. Something happened at the city. That I know." She smirked, though it was weak. "Makes me wish we had television network or radio."

Their cabin didn't have any sort of electricity. Their water came from a well out back, their heating from a furnace in the basement and anything electric from a worn out generator behind the garage. It was one of the many draw backs of living so far from civilization. But the privacy and escape from discrimination was worth the sacrifice.

Anya rubbed her son's shoulder. "Let's go in. I'll make us some hot chocolate and we can watch a movie." Ben nodded and followed his mother inside. They might not have a network to watch normal television, but they had a DVD player to watch the few movies they owned.

"Which one do you want to watch?" Anya asked as she made her way to the kitchen to being brewing the hot chocolate.

Ben smiled as he lay down on the worn couch. "Pinocchio."

Anya smiled at hearing the title of her son's favorite movie. "I knew you were going to choose that."

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 ** _A.N_** _. Didn't change much in this one, mostly just cleaned it up some._

 ** _(Old A.N.)_ **_Okay, super long author's note. Bare with me please. I'm gonna go over some things I didn't cover last chapter. First are pairings. As in the description, this is mainly an Ultron/Oc fic, but there's also going to be Vision/Wanda, Tony/Pepper, Jane/Thor, Clint/Lauren, Bruce/Natasha, and maybe a few more. The second most common pairing will for sure be Vision and Wanda. They were one of my original OTPs, and I will forever love them. 3_

 _Second, Peter (Pietro) lives. I like the guy too much to have him killed off. Also, instead of the twins being 'miracles' or 'engineered' they will be mutants like in the original comics. This is fanfiction, so I don't have to deal with any copy writes and crap._

 _Because the twins are mutants, they're going to have the mutant backstory. Peter is going to be more like the Quicksilver in Days of Future Past than Age of Ultron. Wanda will be mostly the same, but with an American accent as they were both American born in DOFP. I'll probably pull some X-Men references._

 _Another thing, Ben and his mother Anya are both Russian. I have absolutly no idea how to write a Russian accent, so for now their speech is normal. If anyone could give me tips on how to make them more Russian, I'd really appreciate it._

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 **Guest Reviews:**

 _Shingekifan001: Oh my gosh, that is seriously the biggest complement you could ever give me, I'm speechless that you think that. Thank you so much. I strive to do my best, but I honestly don't feel like I'm a very good writer. I see other fics out there that are just breathtaking and then I look at mine and feel so intimidated. Hearing you say that is such a boost to my confidence. Thank you again! 3_


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